A BILL to amend and reenact §31B-8-809 of the Code of West
Virginia, 1931, as amended; to amend and reenact §31D-14-1420
of said code; to amend and reenact §31D-15-1530 of said code;
to amend and reenact §31E-13-1320 of said code; and to amend
and reenact §31E-14-1430 of said code, all relating to
authorizing the Secretary of State to administratively
dissolve certain business entities; authorizing dissolution if
that business entity incorporator's professional license has
been revoked and that license is necessary for the continued
operation of the company; and authorizing dissolution if that
business entity is in default with the Bureau of Employment
Programs. Be it enacted by the Legislature of West Virginia:
That §31B-8-809 of the Code of West Virginia, 1931, as
amended, be amended and reenacted; that §31D-14-1420 of said code be amended and reenacted; that §31D-15-1530 of said code be amended
and reenacted; that §31E-13-1320 of said code be amended and
reenacted; and that §31E-14-1430 of said code be amended and
reenacted, all to read as follows:CHAPTER 31B. UNIFORM LIMITED LIABILITY COMPANY ACT.
ARTICLE 8. WINDING UP COMPANY'S BUSINESS.
§31B-8-809. Grounds for administrative dissolution.
The Secretary of State may commence a proceeding to
administratively dissolve a limited liability company
administratively if: the company does not: (1) PayThe company fails to pay any fees, taxes or penalties
imposed by this chapter or other law within sixty days after they
are due;
(2) DeliverThe company fails to deliver its annual report to
the Secretary of State within sixty days after it is due;
(3) The professional license of one or more of the
incorporators is revoked by a professional licensing board and the
license is required for the continued operation of the company; or
_____(4) The company is in default with the Bureau of Employment
Programs as provided in section six, article two, chapter
twenty-one-a of this code.CHAPTER 31D. WEST VIRGINIA BUSINESS CORPORATION ACT.
ARTICLE 14. DISSOLUTION.PART II. ADMINISTRATIVE DISSOLUTION.
§31D-14-1420. Grounds for administrative dissolution.
The Secretary of State may commence a proceeding under section
one thousand four hundred twenty-one of this article to
administratively dissolve a corporation if:
(1) The corporation does not pay within sixty days after they
are due any franchise taxes or penalties imposed by this chapter or
other law;
(2) The corporation does not notify the Secretary of State
within sixty days that its registered agent or registered office
has been changed, that its registered agent has resigned or that
its registered office has been discontinued; or
(3) The corporation's period of duration stated in its
articles of incorporation expires;_____(4) The professional license of one or more of the
incorporators is revoked by a professional licensing board and the
license is required for the continued operation of the corporation;
or_____(5) The corporation is in default with the Bureau of
Employment Programs as provided in section six, article two,
chapter twenty-one-a of this code.ARTICLE 15. FOREIGN CORPORATIONS.PART III. REVOCATION OF CERTIFICATE OF AUTHORITY.
§31D-15-1530. Grounds for revocation.
The Secretary of State may commence a proceeding under section
one thousand five hundred thirty-one of this article to revoke the
certificate of authority of a foreign corporation authorized to
transact business in this state if:
(1) The foreign corporation does not pay within sixty days
after they are due any franchise taxes or penalties imposed by this
chapter or other law;
(2) The foreign corporation does not inform the Secretary of
State under section one thousand five hundred eight or one thousand
five hundred nine of this article that its registered agent or
registered office has changed, that its registered agent has
resigned or that its registered office has been discontinued within
sixty days of the change, resignation or discontinuance;
(3) An incorporator, director, officer or agent of the foreign
corporation signed a document he or she knew was false in any
material respect with intent that the document be delivered to the
Secretary of State for filing; or
(4) The Secretary of State receives a duly authenticated
certificate from the Secretary of State or other official having
custody of corporate records in the state or country under whose
law the foreign corporation is incorporated stating that it has
been dissolved or disappeared as the result of a merger;_____(5) The professional license of one or more of the
incorporators is revoked by a professional licensing board and the license is required for the continued operation of the foreign
corporation; or_____(6) The foreign corporation is in default with the Bureau of
Employment Programs as provided in section six, article two,
chapter twenty-one-a of this code.CHAPTER 31E. WEST VIRGINIA NONPROFIT CORPORATION ACT.
ARTICLE 13. DISSOLUTION.PART II. ADMINISTRATIVE DISSOLUTION.§31E-13-1320. Grounds for administrative dissolution.
The Secretary of State may commence a proceeding under section
one thousand three hundred twenty-one of this article to
administratively dissolve a corporation if:
(1) The corporation does not pay within sixty days after they
are due any franchise taxes or penalties imposed by this chapter or
other law;
(2) The corporation does not notify the Secretary of State
within sixty days that its registered agent or registered office
has been changed, that its registered agent has resigned, or that
its registered office has been discontinued; or
(3) The corporation's period of duration stated in its
articles of incorporation expires;_____(4) The professional license of one or more of the
incorporators is revoked by a professional licensing board and the license is required for the continued operation of the nonprofit
entity; or
_____(5) The corporation is in default with the Bureau of
Employment Programs as provided in section six, article two,
chapter twenty-one-a of this code.ARTICLE 14. FOREIGN CORPORATIONS.PART III. REVOCATION OF CERTIFICATE OF AUTHORITY.
§31E-14-1430. Grounds for revocation.
The Secretary of State may commence a proceeding under section
one thousand four hundred thirty-one of this article to revoke the
certificate of authority of a foreign corporation authorized to
conduct activities in this state if:
(1) The foreign corporation does not pay within sixty days
after they are due any franchise taxes or penalties imposed by this
chapter or other law;
(2) The foreign corporation does not inform the Secretary of
State under sections one thousand four hundred eight or one
thousand four hundred nine of this article that its registered
agent or registered office has changed, that its registered agent
has resigned, or that its registered office has been discontinued
within sixty days of the change, resignation, or discontinuance;
(3) An incorporator, director, officer, or agent of the
foreign corporation signed a document he or she knew was false in
any material respect with intent that the document be delivered to the Secretary of State for filing; or
(4) The Secretary of State receives a duly authenticated
certificate from the Secretary of State or other official having
custody of corporate records in the state or country under whose
law the foreign corporation is incorporated stating that it has
been dissolved or disappeared as the result of a merger;(5) The professional license of one or more of the
incorporators is revoked by a professional licensing board and the
license is required for the continued operation of the corporation;
or
_____(6) The foreign corporation is in default with the Bureau of
Employment Programs as provided in section six, article two,
chapter twenty-one-a of this code.

NOTE: The purpose of this bill is to permit the Secretary of
State to dissolve a limited liability company, a corporation, a
nonprofit corporation or a foreign corporation corporate entity if
a necessary professional license has been revoked or the entity is
in default with the Bureau of Employment Programs.

Strike-throughs indicate language that would be stricken from
the present law, and underscoring indicates new language that would
be added.